EX-4.2



 Exhibit 4.2 

Execution Version 

AMENDMENT NO. 1 TO 

AMENDED AND RESTATED NOTE PURCHASE AGREEMENT 

AMENDMENT NO. 1 TO AMENDED AND RESTATED NOTE PURCHASE AGREEMENT, dated as of December 11, 2015 (this
“Agreement”), is among MSA SAFETY INCORPORATED, a Pennsylvania corporation (the “Company”), MINE SAFETY APPLIANCES COMPANY, LLC, a Pennsylvania limited liability company (“MSA”), each
of the Guarantors signatory hereto and each of the holders of Notes (as defined below) (collectively, the “Noteholders”). 

RECITALS: 
  

	A.	The Company, MSA and each Noteholder are parties to a certain Amended and Restated Note Purchase Agreement, dated as of March 7, 2014 (as amended, restated or otherwise modified from time to time, the “Note
Purchase Agreement”), pursuant to which the Company authorized the amendment, restatement and exchange of its then outstanding notes for $53,333,333.33 in aggregate principal amount of the Company’s 5.41% Amended and Restated Senior
Notes due December 20, 2021 (as the same may be amended, restated or otherwise modified from time to time, collectively, the “Notes”). 

  

	B.	The Company has requested certain amendments to the Note Purchase Agreement and, subject to the terms and conditions of this Agreement, the Required Holders have agreed to such amendments. 


AGREEMENT: 
 NOW
THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 
  

	1.	DEFINITIONS. 

 Except as otherwise defined in this Agreement, capitalized terms used
herein and not defined herein shall have the meanings ascribed to them in the Note Purchase Agreement. 
  

	2.	AMENDMENTS. 

 Subject to the satisfaction of the conditions set forth in Section 4
hereof, the Note Purchase Agreement is hereby amended, as of the Effective Date, as follows (the “Amendments”): 
  

	 	2.1.	Amendment of Clause (e) of Section 10.10 (Indebtedness). 

 Clause
(e) of Section 10.10 of the Note Purchase Agreement is hereby amended by deleting the reference to “One Hundred Million Dollars ($100,000,000.00)” and inserting “Three Hundred Million Dollars ($300,000,000.00)” in lieu
thereof. 








	 	2.2.	Amendment of Clause (c) of Section 10.11 (Guaranties). 

 Clause (c) of
Section 10.11 of the Note Purchase Agreement is hereby amended by deleting the reference to “Twenty Million and 00/100 Dollars ($20,000,000.00)” and inserting “Fifty Million Dollars ($50,000,000.00)” in lieu thereof. 

 

	 	2.3.	Amendment of Clause (i) of Section 10.12 (Loan and Investments). 

 Clause
(i) of Section 10.12 of the Note Purchase Agreement is hereby amended and restated in its entirety to read as follows: 

“(i) loans, advances and investments not otherwise permitted in clauses (a) through (h) above in Excluded
Subsidiaries and Joint Ventures in an amount, measured at the time any such loan, advance or investment is made, which shall not exceed, together with any Asset Disposition described in clause (a)(iii) of the definition thereof, Three Hundred
Million Dollars ($300,000,000.00) in the aggregate at any one time outstanding, which amount shall be calculated net of any Asset Disposition from a Foreign Subsidiary to the Company or any Domestic Subsidiary.” 

 

	 	2.4.	Amendment to Schedule B (Defined Terms). 

 The following definitions set forth on
Schedule B to the Note Purchase Agreement are hereby amended and restated in their entirety to read, respectively, as follows: 

“Additional Subsidiary Guarantor” means, at any time, (a) each Subsidiary of the Company that guarantees or agrees with
the lender or noteholder counterparties (or is otherwise contractually obligated) to provide credit support for, all or any part of the obligations of the Company or any Domestic Subsidiary under, or in respect of, the Bank Credit Agreement, the
2010 Note Purchase Agreement or that certain $100,000,000 Master Note Facility, dated as of June 2, 2014, by and among the Company, NYL Investors LLC and each of the purchasers from time to time party thereto (as the same may be amended,
restated, supplemented or otherwise modified from time to time, the “NYL Note Facility”)), or (b) each Domestic Subsidiary that is a borrower, issuer or other obligor under, or in respect of, the Bank Credit Agreement, the 2010
Note Purchase Agreement or the NYL Note Facility. 
 “Asset Disposition” means any Transfer except: 

(a) any Transfer (i) from a Domestic Subsidiary to the Company or another Domestic Subsidiary, (ii) from a Foreign Subsidiary to the
Company, a Domestic Subsidiary or another Foreign Subsidiary, or (iii) from the Company or any Domestic Subsidiary to any Foreign Subsidiary so long as the Obligors are in compliance with the covenant contained in Section 10.12(i) after
giving effect to any such Transfer described in this clause (iii), and in the case of any Transfer described in clause (i), (ii) or (iii) above, immediately before and immediately after the consummation of any such Transfer and after
giving effect thereto, no Event of Default or Default exists; 
 (b) any Transfer made in the ordinary course of business and involving only
property that is either (i) inventory held for sale or (ii) equipment, fixtures, supplies or materials no longer used or useful in the operation of the business of the Company or any of its Subsidiaries or that are obsolete; 

  
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 (c) any Transfer by the Company or any Subsidiary constituting a Permitted Investment; 

(d) non-exclusive licenses or sublicenses to use the patents, trade secrets, know-how and other intellectual property of the Company or any of
its Subsidiaries in the ordinary course of business; 
 (e) dispositions or discounts, without recourse, of accounts receivables in
connection with the compromise or collection thereof in the ordinary course of business; and 
 (f) leases and sub-leases and licenses and
sub-licenses of property in the ordinary course of business. 
 “Bank Credit Agreement” means that certain Second Amended
and Restated Credit Agreement, dated as of December 11, 2015, by and among the Company, each of the guarantors from time to time party thereto, each of the Bank Lenders from time to time party thereto and PNC Bank, National Association, as
Administrative Agent, amending and restating the terms of that certain First Amended and Restated Credit Agreement, dated as of March 7, 2014, by and among the Company, each of the guarantors party thereto, each of the Bank Lenders party
thereto and PNC Bank, National Association, as Administrative Agent), as the same may be amended, restated, supplemented, modified, renewed, extended, replaced or refinanced from time to time to the extent permitted by the terms hereof. 

 

	3.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY. 

 To induce the Required Holders to enter
into this Agreement, and to consent to the Amendments, the Company represents and warrants that: 
  

	 	3.1.	Organization; Power and Authority. 

 Each Obligor is a corporation, partnership or
limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign corporation, partnership or limited liability company and is in good standing in
each jurisdiction in which such qualification is required by law, except where the failure to be licensed or qualified would not reasonably be expected to have a Material Adverse Effect. Each Obligor has the necessary corporate, partnership or
limited liability company power and authority to execute and deliver this Agreement and to perform the provisions hereof. 
  

	 	3.2.	Authorization, etc. 

 This Agreement has been duly authorized by all necessary corporate,
partnership or limited liability company action on the part of the Obligors, and, assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of the Obligors,
enforceable in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, 

  
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moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered
in a proceeding in equity or at law). 
  

	 	3.3.	No Defaults. 

 No Default or Event of Default has occurred and is continuing, either
before or after giving effect to the Amendments. 
  

	 	3.4.	Governmental Authorizations, Etc. 

 No consent, approval or authorization of, or
registration, filing or declaration with, any Governmental Authority is required to be obtained by the Company or the Guarantors in connection with the execution, delivery or performance by the Company or the Guarantors of this Agreement. 

 

	 	3.5.	No Amendment Fees. 

 Other than fees paid in connection with the refinancing of the
revolving credit facility under, and the execution of, the Second Amended and Restated Credit Agreement (as defined below), no fee or other consideration has been paid, is payable or will be paid, directly or indirectly, by the Company to any Person
party to the Bank Credit Agreement, the 2010 Note Purchase Agreement or the NYL Note Facility (as defined below) (or any agent for any of the foregoing), as an inducement to such Person’s execution and delivery of this Agreement, any of the
Other Amendments or any related amendment to any other loan agreement, note purchase agreement, indenture or other agreement evidencing any other Indebtedness of the Company. 
  


	 	3.6.	Effect of Amendments. 

 The Note Purchase Agreement as hereby amended shall continue in
full force and effect. 
  

	4.	CONDITIONS PRECEDENT. 

 The Amendments shall become effective as of the first date
written above (the “Effective Date”) upon the satisfaction of the following conditions precedent in a manner reasonably satisfactory to the Required Holders: 

 

	 	4.1.	Execution and Delivery of this Agreement. 

 All parties hereto shall have executed and
delivered a counterpart of this Agreement. 
  

	 	4.2.	Other Amendments. 

 The Noteholders shall have received fully executed copies of
(a) amendments (collectively, the “Other Amendments”) to each of (i) the 2010 Note Purchase Agreement and (ii) that certain Master Note Facility, dated as of June 2, 2014, by and among the Company, NYL Investors
LLC and certain purchasers from time to time party thereto (the “NYL Note Facility”); and (b) that certain Second Amended and Restated Credit Agreement, to be dated as of 


  
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December 11, 2015, by and among the Company, each of the guarantors from time to time party thereto, each of the Bank Lenders from time to time party thereto and PNC Bank, National
Association, as Administrative Agent (the “Second Amended and Restated Credit Agreement”), amending and restating the terms of the existing First Amended and Restated Credit Agreement, dated as of March 7, 2014, by and among
the Company, each of the guarantors party thereto, each of the Bank Lenders party thereto and PNC Bank, National Association, as Administrative Agent. Each of the Other Amendments and the Second Amended and Restated Credit Agreement shall be in form
and substance satisfactory to the Required Holders and in full force and effect. 
  

	 	4.3.	Costs and Expenses. 

 The Company shall have paid all costs and reasonable expenses of
the Noteholders relating to this Agreement due on the execution date hereof in accordance with Section 6.6 hereof (including, without limitation, any reasonable attorney’s fees and disbursements). 

 

	 	4.4.	Representations and Warranties. 

 The representations and warranties set forth in
Section 3 hereof shall be true and correct on the Effective Date. 
  

	 	4.5.	Proceedings Satisfactory. 

 The Noteholders and their special counsel shall have received
copies of such documents and papers (whether or not specifically referred to above in this Section 4) as they may have reasonably requested prior to such date and such documents shall be in form and substance satisfactory to them. 

 

	5.	RELEASE. 

 In consideration of the agreements of the Noteholders contained herein and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably
releases, remises and forever discharges each Noteholder and its respective successors and assigns, and its respective present and former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees,
agents and other representatives (the Noteholders and all such other Persons being hereinafter referred to collectively as the “Releasees” and individually as a “Releasee”), of and from all demands, actions, causes
of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims, defenses, rights of set off, demands and liabilities whatsoever
(individually, a “Claim” and collectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, both at law and in equity, which the Company or any of its successors, assigns, or other
legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date
of this Agreement for or on account of, or in relation to, or in any way in connection with the Note Purchase Agreement or any of the other Financing Documents or transactions thereunder or related thereto. 

  
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 The Company understands, acknowledges and agrees that the release set forth above may be pleaded
as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release. 

The Company agrees that no fact, event, circumstance, evidence or transaction which could now be asserted or which may hereafter be discovered
shall affect in any manner the final, absolute and unconditional nature of the release set forth above. The Company acknowledges and agrees that the Releasees have fully performed all obligations and undertakings owed to the Company under or in any
way in connection with the Note Purchase Agreement or any of the other Financing Documents or transactions thereunder or related thereto as of the date hereof. 
  

	6.	MISCELLANEOUS. 

  

	 	6.1.	Effect of Amendments. 

 Except as expressly provided herein, (a) no terms or
provisions of any agreement are modified, waived or changed by this Agreement, (b) the terms of this Agreement shall not operate as a waiver by any of the holders of the Notes of, or otherwise prejudice any of their respective rights, remedies
or powers under, the Note Purchase Agreement or any other Financing Document, or under any applicable law and (c) the terms and provisions of the Note Purchase Agreement and the other Financing Documents shall continue in full force and effect.

  

	 	6.2.	Successors and Assigns. 

 This Agreement shall inure to the benefit of and be binding
upon the successors and assigns of each of the parties hereto. 
  

	 	6.3.	Section Headings, etc. 

 The titles of the Sections appear as a matter of convenience
only, do not constitute a part hereof and shall not affect the construction hereof. The words “herein,” “hereof,” “hereunder,” and “hereto” refer to this Agreement as a whole and not to any particular Section
or other subdivision. 
  

	 	6.4.	Governing Law. 

 THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
AND THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD PERMIT THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE. 

  
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	 	6.5.	Waivers and Amendments. 

 Neither this Agreement nor any term hereof may be amended,
changed, waived, discharged or terminated, except by written consent of the Company and the Required Holders (or such other percentage of the holders of the Notes as may otherwise be required to amend the Note Purchase Agreement in accordance with
Section 17 thereof). 
  

	 	6.6.	Costs and Expenses. 

 Whether or not the Amendments become effective, the Company
confirms its obligations under Section 15 of the Note Purchase Agreement and agrees that, on the execution date hereof (or if an invoice is delivered subsequent to such date or if the Amendments do not become effective, promptly, and in any
event within 10 days of receiving any statement or invoice therefor), the Company will pay all out-of-pocket fees, costs and expenses reasonably incurred by the Noteholders relating to this Agreement, including, but not limited to, the statement for
reasonable fees and disbursements of Morgan, Lewis & Bockius LLP, special counsel to the Noteholders, presented to the Company on or before the execution date hereof. The Company will also promptly pay (in any event within 10 days), upon
receipt of any statement thereof, each additional statement for reasonable fees and disbursements of special counsel to the Noteholders rendered after the execution date hereof in connection with this Agreement. 

 

	 	6.7.	Execution in Counterpart. 

 This Agreement may be executed in any number of counterparts
(including those transmitted by electronic transmission (including, without limitation, facsimile and e-mail)), all of which taken together shall constitute one and the same agreement. Delivery of an executed signature page by facsimile or
electronic transmission shall be as effective as delivery of a manually signed counterpart hereof. 
  

	 	6.8.	Entire Agreement. 

 This Agreement constitutes the final written expression of all of the
terms hereof and is a complete and exclusive statement of those terms. 
  

	 	6.9.	Company Ratification. 

 The Company hereby confirms, ratifies and agrees that the
Financing Documents executed by it continue to be valid and enforceable against it in accordance with their respective terms as of the date hereof. 
  

	 	6.10.	Reaffirmation of Note Guarantees. 

 Each of the Guarantors hereby (a) consents to
this Agreement and the transactions contemplated hereby, (b) confirms its obligations under the terms of the Note Guarantee to which it is a party and the Intercompany Subordination Agreement, (c) acknowledges that such Note Guarantee
continues in full force and effect in respect of, and to secure, the obligations under the Note Purchase Agreement, the Notes and the other Financing Documents, (d) its obligations and liabilities under the Intercompany Subordination Agreement
continue to be in 

  
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full force and effect, and (e) it has no defense, offset, counterclaim, right of recoupment or independent claim against the Noteholders with respect to such Note Guarantee, the Intercompany
Subordination Agreement, the Note Purchase Agreement, the Notes or otherwise. 
 [Remainder of page intentionally left blank. Next page
is signature page.] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on their
behalf by a duly authorized officer or agent thereof, as the case may be, as of the date first above written. 
  

			
	MSA SAFETY INCORPORATED
		
	By:	 	 /s/ Kerry Bove

	Name:	 	
	Title:	 	
	
	GUARANTORS:
	
	MINE SAFETY APPLIANCES COMPANY, LLC
		
	By:	 	 /s/ Kerry Bove

	Name:	 	
	Title:	 	
	
	GENERAL MONITORS, INC.
		
	By:	 	 /s/ Nishan J. Vartanian

	Name:	 	
	Title:	 	
	
	GENERAL MONITORS TRANSNATIONAL, LLC
		
	By:	 	 /s/ Nishan J. Vartanian

	Name:	 	
	Title:	 	
	
	MSA INTERNATIONAL, INC.
		
	By:	 	 /s/ Sotiere Kapsalis

	Name:	 	
	Title:	 	



  
 [Signature Page to
Amendment No. 1 to Amended and Restated Note Purchase Agreement] 








 
			
	MSA WORLDWIDE, LLC
		
	By:	 	 /s/ Kerry Bove

	Name:	 	
	Title:	 	
	
	MSA ADVANCED DETECTION, LLC
		
	By:	 	 /s/ Nishan J. Vartanian

	Name:	 	
	Title:	 	
	
	MSA SAFETY DEVELOPMENT, LLC
		
	By:	 	 /s/ Nishan J. Vartanian

	Name:	 	
	Title:	 	
	
	MSA TECHNOLOGY, LLC
		
	By:	 	 /s/ Nishan J. Vartanian

	Name:	 	
	Title:	 	
	
	MSA INNOVATION, LLC
		
	By:	 	 /s/ Nishan J. Vartanian

	Name:	 	
	Title:	 	



  
 [Signature Page to
Amendment No. 1 to Amended and Restated Note Purchase Agreement] 








 
					
	NOTEHOLDERS:
	
	HARTFORD LIFE INSURANCE COMPANY
		
	By:	 	Hartford Investment Management Company
		 	its Agent and Attorney-in-Fact
			
		 	By:	 	 /s/ John Knox

		 	Name:	 	John Knox
		 	Title:	 	Senior Vice President
	
	PHYSICIANS LIFE INSURANCE COMPANY
		
	By:	 	Prudential Private Placement Investors,
		 	L.P. (as Investment Advisor)
		
	By:	 	Prudential Private Placement Investors, Inc.
		 	(as its General Partner)
			
		 	By:	 	 /s/ Eric Seward

		 	Name:	 	Eric Seward
		 	Title:	 	Vice President
	
	LINCOLN BENEFIT LIFE COMPANY
		
	By:	 	MetLife Investment Advisors, LLC,
		 	Its Investment Advisor
			
		 	By:	 	 /s/ C. Scott Inglis

		 	Name:	 	C. Scott Inglis
		 	Title:	 	Managing Director
	
	MODERN WOODMEN OF AMERICA
		
	By:	 	 /s/ Douglas A. Pannier

	Name:	 	Douglas A. Pannier
	Title:	 	Group Head – Private Placements



  
 [Signature Page to
Amendment No. 1 to Amended and Restated Note Purchase Agreement] 








 
					
	 STATE FARM LIFE INSURANCE COMPANY

		
	By:	 	 /s/ Julie Hoyer

	Name:	 	Julie Hoyer
	Title:	 	Senior Investment Officer – Fixed Income
		
	By:	 	 /s/ Jeffrey Atwood

	Name:	 	Jeffrey Atwood
	Title:	 	Investment Officer
	
	 AMERITAS LIFE INSURANCE CORP.

	 AMERITAS LIFE INSURANCE CORP., successor by merger to THE UNION CENTRAL LIFE INSURANCE COMPANY

	 AMERITAS LIFE INSURANCE CORP., successor by merger to ACACIA LIFE INSURANCE COMPANY

		
	By:	 	Ameritas Investment Partners, Inc., as Agent
			
		 	By:	 	 /s/ Tina Udell

		 	Name:	 	Tina Udell
		 	Title:	 	Vice President & Managing Director – Corporate Credit



  
 [Signature Page to
Amendment No. 1 to Amended and Restated Note Purchase Agreement]